SIMetrix and SIMetrix/SIMPLIS End User Licence Agreement

The following is the SIMetrix and SIMetrix/SIMPLIS licence agreement. You must agree to this in order to use SIMetrix or SIMetrix/SIMPLIS.

PLEASE READ THIS LICENCE CAREFULLY

The software programs SIMetrix and SIMetrix/SIMPLIS ("the Software") are protected by copyright. The right to license the SIMetrix component of the Software to you belongs to SIMetrix Technologies Limited. The right to license the SIMPLIS component of the Software to you belongs to SIMPLIS Technologies Inc. (Portland, Oregon, USA, http://www.simplistechnologies.com). The Software may not be used or copied without our permission. It may only be used on the licence terms set out below and we offer you a licence on these terms. BY USING THE SOFTWARE YOU WILL BE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE THE SOFTWARE.

1. Acceptance of Terms

You shall be deemed to have accepted these terms by installing the software.

2. Licence

2.1

We grant you a non-exclusive, non-transferable licence (as described below) to use the Software. The Software may only be used by you or your employees or freelance contractors working for you on your business. You agree to take reasonable steps to ensure that non-eligible users do not have access to the Software.

2.2

You are not permitted:

2.2.1

to rent, lease, distribute, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile or disassemble the whole or any part of the Software (except as allowed by law);

2.2.2

except as expressly provided in these terms, to reproduce or deal in the Software in any way.

3. Licence Versions

3.1

We issue a number of different types of licence. These are sold at different prices and each has its own part number. The licence type can be determined by a single letter that is applied as a suffix to the part number.

Suffix S: “Standalone.” (Obsolete) This is unprotected or locked to an ethernet adapter. You are permitted to install it on one machine at a time only. Commercial use by you is permitted.

Suffix P: “Portable.” This is protected by a dongle. You may install it on any number of machines. Commercial use by you is permitted. Lost or damaged dongles may be replaced subject to our Dongle Replacement Policy

Suffix N: “Local network.” This is protected by a network licence manager. The licence manager must be installed on a system on site or located at site not more than 248 miles/400 km away from the user. The license manager system must be under your control and may not be hosted on a cloud-based server. You may install it on any number of machines. Commercial use by you is permitted. You must not install more than one licence manager for each licence issued. You must install the licence manager in a manner such that it is not accessible to users who are not your employees or freelance subcontractors. Network licences are locked to a single server machine using a globally unique identifier. A locally administered MAC addresses is not permitted as a globally unique identifier. A licence may be transferred to a new machine ("Rehosted") subject to the conditions defined in paragraph 3.2

Suffix W: “Wide area network”. This is protected by a network licence manager. The licence manager may be located anywhere. You may install on any number of machines. Commercial use by you is permitted. You must not install more than one licence manager for each licence issued. You must install the licence manager in a manner such that it is not accessible to users who are not your employees or freelance subcontractors. Wide area network licences are locked to a single server machine using a globally unique identifier. A locally administered MAC addresses is not permitted as a globally unique identifier. A licence may be transferred to a new machine ("Rehosted") subject to the conditions defined in paragraph 3.2

Suffix E: “Education” same as “Local network”, but commercial use by you is not permitted. You may use it only for classroom teaching purposes. You must not install more than one licence manager for each licence issued. You must install the licence manager in a manner such that it is not accessible to users who are not your students or employees. Education licence are locked to a single server machine using a globally unique identifier. A locally administered MAC addresses is not permitted as a globally unique identifier. A licence may be transferred to a new machine ("Rehosted") subject to the conditions defined in paragraph 3.2

You agree to abide by the restrictions described above for the licence that you have chosen.

Whatever the version of the licence the Software may not in any circumstances be used for providing services based on the Software (in particular web based simulation services).

Where the licence is time limited you agree to abide by the time restriction. In particular, you agree not to alter the clock of your machine in order to circumvent this

3.2

Network licences (suffixes, N, W and E) may be rehosted at no cost subject to the conditions detailed below. A rehost fee will be levied if these conditions cannot be met.

3.2.1

You destroy all copies of the old licence not stored on backup media

3.2.2

You agree to destroy any licence copies recovered from backup media

3.2.3

We receive a signed declaration that 3.2.1 has been completed. The declaration should be signed by a senior staff member such as an officer of your company or head of Information Technology

3.2.4

You have not received a rehosted licence in the previous 18 months

4. Assignment

Your rights and obligations set out in these terms may not be assigned without our prior written consent.

5. Disclaimers

5.1

We do not warrant that the functions contained in the Software will run properly on all hardware or software combinations nor that it will meet your requirements nor that it will operate in the combinations which may be selected for use by you.

5.2

Save in respect of liability for personal injury or death resulting from our negligence (which by law may not be restricted or excluded) we accept no liability for any claim that may arise regarding the Software and your use of it. Without prejudice to the generality of this exclusion of liability, we will not be liable for any indirect, economic or consequential loss of whatever nature (including, without limitation, loss of data and computer downtime), whether caused by breach of contract, breach of statutory duty, negligence or otherwise.

6. Refunds

No refund is possible for the Software once a license file has been issued.

7. Disputes

If any dispute arises between us under this licence you and we will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. (See www.cedr.com). Unless otherwise agreed, the mediator shall be appointed by CEDR.

8. Law

These licence terms shall be governed by English Law and you and we submit to the exclusive jurisdiction of the English Courts.